Empery Digital Inc. current report, 30 January 2024

SEC Form 8-K Summary

Registrant: Volcon, Inc. (the request metadata identifies Empery Digital Inc., but the filing itself names Volcon, Inc.; Nasdaq symbol VLCN).

Reporting period and filing date: The report was filed February 5, 2024, regarding events beginning January 30, 2024.

John Kim was appointed chief executive officer and president effective February 3, 2024.
Greg Endo continued as chief financial officer and executive vice president under a new employment agreement.
Former CEO Jordan Davis resigned effective February 2, 2024, and entered into a one-month transition consulting agreement for $12,500.
The company completed a 1-for-45 reverse stock split effective at 11:59 p.m. Eastern Time on February 2, 2024. The common stock was expected to begin trading on a split-adjusted basis February 5, 2024, under the same VLCN symbol and a new CUSIP.

The filing does not provide current-period revenue, cash flow, cash balance, liquidity, debt balance, or operating-margin data.

Historical net loss was $41.7 million for the nine months ended September 30, 2023, compared with $26.4 million for the comparable 2022 period.
Historical net loss was $34.2 million for the year ended December 31, 2022, compared with $40.1 million for 2021.
Post-split basic and diluted loss per share was $340.66 for the nine months ended September 30, 2023, compared with $253.62 for the comparable 2022 period. These amounts reflect the 1-for-45 reverse split and are not indicative of a change in total net loss.
Shares outstanding were reduced from approximately 52.5 million to approximately 1.2 million by the reverse split; authorized common shares remain 250 million.

The reverse split materially reduced shares outstanding and proportionately adjusted most stock options, warrants, and equity-plan share reserves. Series A and Series B warrants are subject to separate adjustments described in a prior filing.
Reported nine-month net loss increased by approximately $15.2 million versus the prior-year period; the filing does not explain the causes in this Form 8-K.
CEO and CFO employment arrangements were revised, creating additional fixed compensation, equity-compensation, severance, and change-in-control obligations.

Mr. Kim’s annual compensation includes an $800,000 base salary, a $250,000 annual bonus, and a 2024 option grant equal to 10% of fully diluted shares, subject to shareholder approval to increase the stock-plan share reserve.
Mr. Endo’s agreement provides for a $300,000 annual base salary, voluntarily reduced to $238,500 through December 31, 2024, a bonus of up to 50% of base salary, and a 2024 option grant equal to 4% of fully diluted shares, also subject to shareholder approval.
Each executive may receive severance of six months of base salary plus the target annual bonus upon qualifying termination. Additional severance may apply around a change in control.
Each executive is entitled to a transaction bonus equal to 5% of gross proceeds from a qualifying change-in-control transaction, subject to the agreement terms.
The board no longer has a majority of independent directors, and the audit committee no longer has three members. The company notified Nasdaq on February 1, 2024 and has the applicable Nasdaq cure period to regain compliance.
No revenue, profitability, cash runway, financing guidance, or broader operating outlook is provided.

Confirm the correct registrant, because the provided metadata names Empery Digital Inc. while the filing names Volcon, Inc.
Review the full employment and consulting agreements for the scope of severance, equity awards, and change-in-control payments.
Monitor Nasdaq’s determination and the deadline for restoring board and audit-committee compliance.
Verify the post-split share count, warrant and option adjustments, and any shareholder vote required for additional equity-plan shares.
Review subsequent periodic filings for updated liquidity, debt, revenue, cash-flow, and going-concern information.